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Molson, Coors Scions slated for new board

Written by Keith McArthur

The next generation of two of North America's oldest beer dynasties would be represented on the board of directors of a merged Molson Coors Brewing Co.

If the proposed merger of Molson Inc. and Adolph Coors Co.goes ahead, Andrew Molson, 36, and Melissa Coors, 32, would sit on the merged company's 15-member board of directors.

Merger documents also reveal that executives from Coors would outnumber their Molson counterparts in the executive suites of the company, and that controversial Molson director Dan Colson would no longer have a seat on the board.

The appointments of Mr. Molson and Ms. Coors would mark the first time that anyone from the seventh generation of the Molson dynasty, or the fifth generation of the Coors dynasty, would sit on either brewery's board.

Mr. Molson said the appointments are symbolic of the family nature of the businesses.

"Two families that have been in the brewing business for a long time are getting together to continue to be in the brewing business for a long time, but this time together -- and to get bigger together -- acting in the interests of all shareholders and stakeholders," said Mr. Molson, a Montreal consultant with National Public Relations (NPR), who has also worked as a lawyer with McCarthy Tétrault in Montreal.

Luc Beauregard -- who is currently a Molson director as well as the CEO of NPR where he employs Andrew Molson -- said Andrew is very attentive to detail and a nice person to deal with.

"Andrew is a bit like his dad, in the sense that he's very intense, but very discreet -- not a very flashy person," Mr. Beauregard said.

Andrew Molson said he has not yet met with Melissa Coors, but plans to do so eventually.

Mr. Molson also said that his appointment to the board should not be taken as a signal that he would replace his father, Eric Molson, as chairman of the company.

His younger brother Geoffrey, who works for Molson USA in Colorado, is currently the only one of Eric's children involved in the family business. (A third brother, Justin, is said to have little interest in working at the company.) "I don't think it [the appointment to the board] means that I would be chairman," Andrew Molson said. "My brother Geoff is extremely competent, understands the beer business and I hope that one day he would be on the board with me."

Mr. Beauregard, the Molson director, said Andrew's background in law, public relations and corporate governance has prepared him for a senior position at Molson.

"Choosing between two kids is very difficult for any parent . . ." Mr. Beauregard said. "Andrew's the oldest and has the corporate preparation. Geoff has more hands-on experience of the company."

Mr. Beauregard would not sit on the board of the merged company, merger documents show.

Neither would Mr. Colson, who has been named as a defendant in a $1.2-billion (U.S.) lawsuit that alleges media baron Conrad Black and others received improper payments from Hollinger International Inc. At Molson's annual meeting in June, several shareholders opposed Mr. Colson's reappointment while the allegations are unresolved.

Sylvia Morin, Molson's vice-president of corporate affairs, said the board of the merged company couldn't accommodate everyone on the current Molson board. She said not to read too much into the fact that Mr. Colson won't be there.

The merger documents, which were filed with securities regulators in Canada and the United States, also show that five of the merged company's nine "senior corporate officers" would come from Coors.

Leo Kiely, the president and chief executive officer of Coors, and Tim Wolf, the chief financial officer of Coors, will assume the same roles in the merged company.

Molson CEO Dan O'Neill would remain at Molson Coors as vice-chairman of synergies and integration, along with Molson executives Robert Coallier, Gregory Wade and Ms. Morin.

Ms. Morin said the merger document only lists executives who will hold senior positions at the holding company. She said other top Molson executives will continue to hold key positions at the operating level.

The merger documents also state that Pentland Securities Inc., a company controlled by Eric Molson, has entered into an agreement that would give it more than 50 per cent of the non-voting class B shares of Molson.

Molson has promised Coors that it will complete that agreement by the end of January and terminate a shareholder pact with Ian Molson, a dissident family member who is opposed to the Coors bid and working to put together another alternative for shareholders.

Without a controlling shareholder, any takeover bid for Molson would activate a provision allowing non-voting shareholders to convert their stock to voting shares.

Published in the Globe and Mail, Wednesday, August 4, 2004

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